Exgen Resources and MTB Metals Enter Into Arrangement Agreement to Merge, Creating a Well Funded Copper, Gold and Lithium Exploration and Development Company

Executive Summary

• ExGen Resources Inc. and MTB Metals Corp. have signed an Arrangement Agreement to combine their operations, with MTB shareholders receiving 0.286 ExGen shares per MTB share, resulting in MTB owners holding ~35% of the post‑transaction company.
• The transaction creates a diversified copper‑gold‑lithium explorer with a strong balance sheet, combining ExGen’s 20% carried interest in the Empire copper‑gold mine (Idaho) and MTB’s Telegraph and Southmore projects in British Columbia’s Golden Triangle.
• Closing is subject to MTB shareholder approval, court order, TSX‑V acceptance and customary conditions; an interim court order and a special shareholders’ meeting are expected by early–mid December 2025.

Key Details

• Transaction Structure: ExGen will acquire all issued and outstanding securities of MTB on an exchange ratio of 0.286 ExGen share per MTB share.
• Post‑transaction Ownership: Current MTB securityholders will own approximately 35 % of the combined entity (subject to adjustments from other potential transactions).
• Approval Requirements:
• MTB shareholder approval (special meeting anticipated early–mid Dec 2025)
• Interim and final court orders in British Columbia
• Acceptance by the TSX Venture Exchange (TSX‑V)
• Strategic Rationale / Benefits:
• Creation of a well‑funded exploration & development company with a stronger balance sheet.
• Consolidation of ExGen’s DOK claim interest with MTB’s Telegraph copper‑gold project in the Golden Triangle.
• Exposure for MTB shareholders to ExGen’s 20 % carried interest in the Empire copper‑gold mine (Idaho) and other copper & lithium projects.
• Key Assets Brought Together:
• ExGen: Empire Mine (20 % carried interest, NI 43‑101 resource, historic 8.4 % Cu intercept), Dok claims (27 % of MTB’s Telegraph project), Spark North Lithium (NV), Buena Vista Copper (NV), Gordon Lake (NWT), Boss Project (NV), Macrex Project (BC).
• MTB: Telegraph land package (~350 km²) adjacent to multiple porphyry deposits, Southmore property (50 km²) with high‑grade surface samples (12.7 % Cu, 29.4 g/t Au), royalties on four Golden Triangle projects, 480,072 shares of Dolly Varden Silver Corp (≈US$3.2 M).
• Next Steps:
• MTB to seek an interim court order and convene a special shareholders’ meeting.
• Following shareholder approval, MTB will apply for a final court order to consummate the arrangement.
• Qualified Persons:
• Andrew Wilkins, P.Geo., Qualified Person for Lithos Geological Inc. (MTB technical information).
• Kieran Downes, Ph.D., P.Geo., director of ExGen and Qualified Person for ExGen technical information.
• Forward‑Looking Statements & Risks: The release contains extensive forward‑looking information regarding the proposed transaction, project development, financing needs, commodity price assumptions, regulatory approvals, and other risks that could cause actual results to differ materially.

Notable Quotes

“This merger combines MTB's exposure to copper and gold projects with ExGen’s carried interest in the development‑stage Empire copper mine… The combined company will have a strong balance sheet, providing a solid basis for an evolving business plan.” – Lawrence Roulston, President & CEO, MTB Metals Corp.

“The Proposed Transaction provides our shareholders with incredible leverage to both near‑term production potential and a new porphyry discovery… we look forward to providing further updates on a number of potential catalysts throughout the rest of this year.” – Jason Riley, President & CEO, ExGen Resources Inc.